MEDIACOM COMMUNICATIONS
CORPORATION
RESTRICTED STOCK UNIT AWARD
AGREEMENT
AGREEMENT , dated as of
, 200___(the “Award
Date”), between Mediacom Communications Corporation, a
Delaware corporation (the “Company”), and
(the
“Grantee”) with the Employee Identification Number
.
WHEREAS, the Board of Directors of the Company (the
“Board”) recognizes the need to retain the services of
qualified, reliable employees and believes that it is in the best
interest of the Company to provide additional forms of compensation
to such employees to secure their continued services to the
Company; and
WHEREAS , the Board has adopted the Mediacom
Communications Corporation 2003 Incentive Plan (the
“Plan”), which authorizes the grant of Deferred Stock
(hereinafter referred to as “Restricted Stock Units”)
to officers and employees of the Company or a Subsidiary
Corporation (as defined in Section 6.4(h) of the Plan) (the Company
and the Subsidiary Companies are collectively referred to herein as
the “Mediacom Companies” and individually as a
“Mediacom Company”) on such terms and conditions as
specified in the award agreement; and
WHEREAS , the Compensation Committee of the Board (the
“Committee”) has determined that it would be in the
best interests of the Company to grant Restricted Stock Units to
the Grantee as provided for herein;
NOW,
THEREFORE , the parties
hereto hereby agree as follows:
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1.
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Grant of Restricted Stock
Units .
Subject to the terms and conditions of the Plan and this Agreement,
the Company hereby grants to the Grantee, as of the date hereof
shares of
Deferred Stock (referred to herein as “Restricted Stock
Units” or “Units”). Each vested Restricted Stock
Unit entitles the Grantee to receive one share of the
Company’s Class A Common Stock, $0.01 par value per share
(“Common Stock”), at such time and in such manner as
provided in Sections 5 below.
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2.
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Vesting of Units
. Subject to accelerated
vesting as set forth in Section 3 below and subject to such
restrictions and limitations as are provided in the Plan and as are
set forth in this Agreement, the Restricted Stock Units shall
become vested and nonforfeitable on
, 20
(the “Vesting
Date”). The Company will deliver to the Grantee one share of
the Company’s Common Stock for each vested Unit as provided
in Section 5 below.
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3.
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Acceleration of Vesting or
Forfeiture Upon Termination of Employment .
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(a)
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Voluntary Termination of
Employment .
Except as provided in Section 3(f) below (pertaining to Termination
of Employment following a Change of Control), if Grantee
voluntarily ceases to be an employee of any Mediacom Company (a
“Termination of Employment”) for any reason other than
Disability or for Good Reason (as defined in Section 3(g)(iii)
below) prior to the Vesting Date, the Restricted Stock Units shall
immediately expire and the Grantee shall forfeit all unvested
Units.
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(b)
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Termination of Employment for
Cause . In
the event of Grantee’s Termination of Employment prior to the
Vesting Date by any Mediacom Company for Cause (as defined in
Section 3(f)(i) below), then all unvested Restricted Stock
Units shall immediately expire and the Grantee shall forfeit all
unvested Units.
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(c)
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Termination of Employment Due to
Death or Disability . In the event of Grantee’s
Termination of Employment prior to the Vesting Date due to death or
Disability, the unvested Restricted Stock Units shall immediately
and become nonforfeitable as of the date of the Grantee’s
Termination of Employment due to death or Disability.
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(d)
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Termination of Employment by the
Company Without Cause . Except as provided in Section
3(f) below (pertaining to Termination of Employment following a
Change of Control), in the event of Grantee’s Termination of
Employment by the Mediacom Companies for reasons other than Cause
prior to the Vesting Date, a pro-rata portion of the unvested Units
shall immediately vest upon such Termination of Employment. The
number of Units that will become vested and nonforfeitable pursuant
to the preceding sentence shall equal the product of (i) the
aggregate number of unvested Units subject to this Award multiplied
by (ii) a fraction, the numerator of which is the number of
days that have elapsed from the Award Date to the date of
Grantee’s Termination of Employment by the Mediacom Companies
without Cause, and the denominator of which is the number of days
from the Award Date to the Vesting Date. Any fractional shares of
Common Stock will be rounded up to the nearest whole share. The
Grantee shall forfeit all remaining unvested Units as of his or her
Termination of Employment.
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(e)
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Termination of Employment by the
Grantee for Good Reason Other Than Within One Year After a Change
of Control .
Except as provided in Section 3(f) below (pertaining to Termination
of Employment within one year after a Change of Control), in the
event Grantee has a voluntary Termination of Employment for Good
Reason (as defined in Section 3(g)(iii) below) prior to a Vesting
Date, a portion of the unvested Units shall immediately vest upon
such Termination of Employment. The number of Units that will
become vested and nonforfeitable pursuant to the preceding sentence
shall equal the product of (i) the aggregate number of
unvested Units subject to this Award multiplied by (ii) a
fraction, the numerator of which is the number of days that have
elapsed from the Award Date to the date of Grantee’s
Termination of Employment for Good Reason, and the denominator of
which is the number of days from the Award Date to the Vesting
Date. Any fractional shares of Common Stock will be rounded up to
the nearest whole share. The Grantee shall forfeit all remaining
unvested Units as of his or her Termination of
Employment
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(f)
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Termination of Employment Within One
Year After a Change of Control . Notwithstanding any contrary
provision of this Agreement or the Plan, all of the Restricted
Stock Units subject to this Award shall immediately vest and become
nonforfeitable as of the date of Grantee’s Termination of
Employment prior to the Vesting Date if (i) during the one
year period following a Change of Control (as defined in
Section 3(g)(ii) below) the Grantee has a voluntary
Termination of Employment for Good Reason (as defined in
Section 3(g)(iii) below) or a Termination of Employment by the
Mediacom Companies for reasons other than Cause and (ii) such
Termination of Employment occurs at a time when Rocco B. Commisso
is not the Chief Executive Officer of the Company (or its
successor).
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(g)
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Definitions . For purposes of this Agreement,
the following terms shall have the following meaning:
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(i)
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Cause . “Cause” shall exist
when the Committee (or, in the case of an Grantee who is not an
executive officer, when the Chief Executive Officer of the Company)
determines in good faith that the Grantee has:
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(A)
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committed a criminal act punishable
as a felony or a misdemeanor involving fraud, dishonesty or moral
turpitude; or
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(B)
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willfully violated any material law
or regulation applicable to the Company or any of its Affiliates
(as defined in the Plan) or any predecessor in interest to any
cable system or business of the Company or any of its Affiliates (a
“predecessor”), including, without limitation, any law
or regulation relating to the trading in securities of the Company
or any Affiliate or predecessor); or
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(C)
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used for his or her own benefit or
disclosed to any person information concerning any Mediacom Company
that is confidential and proprietary to such Mediacom Company
(including, but not limited to, information concerning financial
matters, customers and vendors, employees and other personnel,
relationships with industry executives and advisors, business
methods and systems, and business operational plans, policies and
directions) unless (x) disclosure of such information is compelled
by applicable law or governmental agency, provided that to the
extent not prohibited from so doing under applicable law, the
Grantee must give the Mediacom Companies prior written notice of
the information to be so disclosed or (y) the Grantee had a
reasonable and good faith belief that such disclosure was required
by the performance of his duties to the Mediacom Companies;
or
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(D)
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rendered services as an officer,
director, employee, consultant or agent to any corporation, company
or other form of enterprise that directly or through affiliated
entities, (x) competes with any Mediacom Company in any
franchise area in which the Grantee performed significant services
while employed by a Mediacom Company or which was within the
management or supervisory jurisdiction of the Grantee while so
employed, or (y) otherwise competes with the Company in any
material respect; or
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(E)
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solicited, encouraged or otherwise
assisted any person then employed by any Mediacom Company to leave
such employ for employment with an employer that is not a Mediacom
Company or an Affiliate of the Company; or
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(F)
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made any statement that is negative
or derogatory in any way to any Mediacom Company, its business or
any of its directors or executive officers and that the Committee
determines to be materially injurious to any Mediacom Company;
or
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(G)
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materially breached any agreement or
understanding between the Grantee and any Mediacom Company or any
predecessor in interest to any cable system or business of any
Mediacom Company regarding the terms of Grantee’s service as
an employee, officer, director or consultant to any Mediacom
Company, including, without limitation, this Agreement,
Grantee’s employment agreement (if any), and any applicable
invention assignment, confidentiality or non-competition agreement
or similar agreement; or
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(H)
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failed to perform the material
duties required of the Grantee as an employee, officer, director or
consultant of any Mediacom Company (other than as a result of a
disability) diligently and in a manner consistent with prudent
business practices and continued such failure after having been
given notice of such failure by such Mediacom Company;
or
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(I)
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intentionally or willfully
disregarded in any material respect any of the policies of any
Mediacom Company and continued such failure after having been given
notice of such failure by such Mediacom Company;
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provided, however
, that (x) a
Termination of Employment shall not be deemed to be for “
Cause ” unless at a meeting of the Board called and
held (following any applicable grace period) in the city in which
the Company’s principal executive offices are located, of
which the Grantee was given not less than 10 business days’
prior written notice and at which the Grantee was afforded the
opportunity to appear and be heard (and be represented by counsel
if he or she so chooses), the Board, by the vote of a majority of
its independent directors adopts a written resolution that sets
forth the Board’s determination that Cause (as defined
herein) exists and the basis for such determination and (y) if
the Grantee’s Termination of Employment occurs during the one
year period following a Change of Control and at a time when Rocco
B. Commisso, is not the Chief Executive Officer of the Company,
then “ Cause ” shall not include any act or
omission described in clauses (E) through (I) of the
foregoing definition.
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(ii)
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Change of Control
. A “Change of
Control” occurs if and when:
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(A)
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the
Company sells all or substantially all of its assets (whether in
a
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